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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission File Number 33-22011-A
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
---------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Florida 59-2858209
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(State of incorporation) (I.R.S. Employer Identification No.)
4900 North Habana Ave., Tampa,FL 33614
-------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number,
including area code: (813) 854-4668
--------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class Outstanding at September 30, 1999
Common stock, par value $1.00 per share 429 shares
- --------------------------------------- ----------
Documents incorporated by reference
NONE
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TABLE OF CONTENTS
FORM 10-QSB QUARTERLY REPORT - September 30, 1999
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3 - 10
Item 2. Management's Discussion and Analysis or
Plan of Operation 11 - 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security
Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
</TABLE>
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ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $1,105,404 $1,202,252
Distribution receivable from
limited partnership investments 29,875 40,315
Income taxes receivable 12,500 --
Prepaid expenses 9,411 6,521
---------- ----------
Total current assets 1,157,190 1,249,088
Equity investments 257,510 248,454
Other investments 120,000 20,000
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Total assets $1,534,700 $1,517,542
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 16,244 $ 28,998
Due to related party 667 8,276
Income taxes payable 42,835 35,340
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Total current liabilities 59,746 72,614
Deferred income taxes 39,771 39,771
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Total liabilities 99,517 112,385
Stockholders' equity:
Common stock, $1 par value: 7,500 shares
authorized; 417 shares at September 30,
1999 and 415 shares at December 31, 1998
issued and outstanding 417 415
Common stock subscribed, 12 shares at
September 30, 1999 and 2 shares at
December 31, 1998 12 2
Subscriptions receivable (27,097) (2,300)
Additional paid-in capital 696,010 654,526
Retained earnings 765,841 752,514
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Total stockholders' equity 1,435,183 1,405,157
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Total liabilities and stockholders' equity $1,534,700 $1,517,542
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the nine For the nine For the three For the three
months ended months ended months ended months ended
Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Distribution income $ 89,625 $ 84,725 $29,875 $30,010
Equity in net earnings
of investees 9,056 29,745 3,553 31,304
-------- -------- ------- -------
98,681 114,470 33,428 61,314
Expenses:
Salary 30,000 30,000 10,000 10,000
General and administrative 85,086 74,578 21,598 19,190
-------- -------- ------- -------
115,086 104,578 31,598 29,190
Operating (loss) income (16,405) 9,892 1,830 32,124
Interest income 37,228 41,638 12,604 14,138
-------- -------- ------- -------
Income before income taxes 20,823 51,530 14,434 46,262
Provision for income taxes 7,495 18,552 4,734 16,655
-------- -------- ------- -------
Net Income $ 13,328 $ 32,978 $ 9,700 $29,607
======== ======== ======= =======
Net income per common share -
basic and diluted $ 32 $ 77 $ 23 $ 69
======== ======== ======= =======
Weighted average shares
outstanding and subscribed 418.4 430.0 425.9 430.0
======== ======== ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the nine For the nine
months ended months ended
Sept 30, 1999 Sept 30, 1998
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 13,328 $ 32,978
Adjustments to reconcile net income to
net cash used in operating activities:
Equity in net earnings of investees (9,056) (29,745)
Distribution income (89,625) (84,725)
Changes in operating assets and liabilities:
Prepaid expenses (2,890) (3,052)
Income taxes receivable (12,500) (12,500)
Accrued expenses (12,754) (5,175)
Due to related party (7,609) 194
Income taxes payable 7,495 (15,305)
----------- -----------
Net cash used in operating activities (113,611) (117,330)
INVESTING ACTIVITIES
Proceeds from sale of equity investment 0 100,000
Purchase of noncurrent investment (100,000) 0
Distributions received 100,065 91,355
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Net cash provided by investing activities 65 191,355
FINANCING ACTIVITIES
Proceeds from sale of common stock 53,127 0
Redemption of common stock (36,429) (848)
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Net cash provided by (used in) financing activities 16,698 (848)
Increase (decrease) in cash and cash equivalents (96,848) 73,177
Cash and cash equivalents at beginning of period 1,202,252 1,150,633
----------- -----------
Cash and cash equivalents at end of period $ 1,105,404 $ 1,223,810
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS
The financial statements included herein have been prepared by St. Joseph's
Physician Associates, Inc. (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. In the opinion
of management, the accompanying unaudited financial statements contain all
adjustments necessary to present fairly the financial position of the Company
as of September 30, 1999 and December 31, 1998, the results of its operations
for the three months and nine months ended September 30, 1999 and 1998, and its
cash flows for the nine months ended September 30, 1999 and 1998.
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization
The Company was organized on November 20, 1987 as a Florida corporation. The
Company was organized to establish and operate an association of qualified
physicians for the purpose of engaging directly or indirectly in health care
related ventures.
In February 1989, the Company acquired 2,500 shares of the common stock of St.
Joseph's Physicians-Healthcenter Organization, Inc. (the "PHO") for $20 per
share. The 2,500 shares represent 50% of the outstanding common stock of the
PHO. The remaining 2,500 common shares of the PHO are owned by St. Joseph's
Enterprises, Inc.("Enterprises") The PHO also had 6,250 shares of preferred
stock outstanding as of December 31, 1996, all of such shares being owned by
Enterprises. Prior to January 31, 1997, the Company earned equity in the net
earnings of the PHO at 22.22% of the PHO's earnings after deducting a 6%
cumulative dividend for the 6,250 preferred shares. The PHO's preferred shares
were redeemed from Enterprises effective January 31, 1997 for $184,375. As a
result of this redemption, the Company and Enterprises now each own a 50%
interest in the PHO. The PHO was organized for the purpose of engaging directly
or indirectly in managed care arrangements and health care related ventures.
In June 1989, the Company acquired 4,000 shares of the common stock in
Hospitals' Home Health Care of Hillsborough County, Inc. d/b/a St. Joseph's
Home Health Services ("SJHHS") for $10 per share. The 4,000 shares represented
50% of the outstanding common stock of
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NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't):
SJHHS. On January 5, 1998, the Company sold all of its ownership interest in
SJHHS to St. Joseph's Ancillary Services, Inc. for $100,000. The investment in
SJHHS was sold for a price that was lower than the carrying amount of the
equity investment in SJHHS. In contemplation of the sale, the equity investment
in SJHHS was written down in December 1997 by $200,410, to properly reflect its
fair value at December 31, 1997.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements. Actual results
could differ from these estimates.
Equity Investments
The Company accounts for its investments in the PHO on the equity method.
Accordingly, the investment has been stated in the accompanying balance sheets
at the cost of acquisition plus the Company's equity in the undistributed
earnings/losses since acquisition, less distributions to the Company. None of
the assets or liabilities of the investment are included in the balance sheets
except to the extent of the Company's interests in the underlying net assets
included in equity investments. The Company's net earnings/losses resulting
from its proportionate share of the investees' revenues and expenses are
included in the statements of income.
Other Investments
The Company owns five limited partnership units in St. Joseph's Same-Day
Surgery Center, Ltd. ("SDS"), a Florida limited partnership. Management has not
actively marketed these partnership units and intends to hold them beyond one
year. Accordingly, this investment is presented as noncurrent, other
investments. The investment is accounted for at cost due to the Company's
limited percentage interest in the partnership and inability to exercise
significant influence over the partnership. Distributions are recorded as
income when declared and reported as distribution income.
On March 3, 1999 the Company purchased 100,000 shares of common stock,
representing approximately 3% of the outstanding common
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stock, of Entrusted Health Management Services, Inc. ("EHMS"), a Florida
corporation. The balance of the outstanding common stock of EHMS is owned by
several other individuals and entities, none of whom holds a majority interest
in EHMS. EHMS is a start up entity that was organized to manage and administer
health benefit arrangements for self-insured employers. Its services ultimately
are planned to include designing and implementing benefit plans, developing one
or more networks of hospitals, physicians and other health care providers,
administering claims, and collecting and analyzing health care data for those
employers with which it has contracts for the provision of some or all of these
offered services.
The investment in EHMS is accounted for at cost due to the Company's limited
percentage interest. Revenue derived from the EHMS common stock will only be
recorded by the Company upon declaration of distributions or a gain upon sale
of the stock. No distributions from EHMS are anticipated for 1999 or the
foreseeable future. The Company has no present intention to sell the EHMS
stock. Accordingly, this investment is presented as noncurrent, other
investments.
Subscriptions Receivable
Subscriptions receivable relate to agreements to purchase common stock of the
Company and will be paid in installments during 1999, 2000, and 2001.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.
Income Taxes
The Company accounts for income taxes under FASB Statement No. 109, Accounting
for Income Taxes. Deferred income tax assets and liabilities are determined
based upon differences between financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
Income Per Common Share
Income per common share is based upon the weighted average number of common
shares outstanding and subscribed during the period.
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NOTE 2 - RELATED PARTIES:
The members of the Board of Directors of the Company are also members of the
medical staff of St. Joseph's Hospital, Inc., which is owned by St. Joseph's
Health Care Center, Inc.("HCC"), an affiliate of Enterprises. Until January 31,
1997, HCC provided administrative support to the Company at no charge.
Beginning February 1, 1997, HCC began to charge the Company for administrative
support and direct costs (i.e., food, printing).
All limited partner investors in the PHO's ventures are investors in the
Company. In addition, all physicians who hold provider contracts with a
subsidiary of the PHO are investors in the Company.
On October 1, 1991, the Company hired and agreed to pay a salary to an
executive director to provide and facilitate the efficient operations of the
Company. Prior to April 29, 1996, the executive director was a member of the
Company's Board of Directors, and he continues to be a shareholder in the
Company. The Company's payment of compensation to the executive director for
the nine months ended September 30, 1999 is presented as salary expense.
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NOTE 3 - EQUITY INVESTMENTS:
A summary of the changes in equity investments is presented below:
<TABLE>
<CAPTION>
PHO Total
-------- --------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1998 $248,454 $248,454
PROCEEDS FROM SALE OF INVESTMENT 0 0
EQUITY IN NET EARNINGS OF INVESTEES 9,056 9,056
-------- --------
BALANCE AT SEPTEMBER 30, 1999 $257,510 $257,510
======== ========
</TABLE>
The condensed balance sheets and statements of operations of the PHO are as
follows:
<TABLE>
<CAPTION>
Balance Sheets - PHO September 30, 1999 Dec. 31, 1998
------------------ -------------
(unaudited)
<S> <C> <C>
Assets:
Currents assets $379,788 $423,024
Noncurrent assets 219,566 220,747
-------- --------
Total assets $599,354 $643,771
======== ========
Liabilities and stockholders' equity:
Current liabilities $ 76,976 $146,863
Long-term liabilities 0 0
Stockholders' equity 522,378 496,908
-------- --------
Total liabilities and
stockholders' equity $599,354 $643,771
======== ========
</TABLE>
<TABLE>
<CAPTION>
For the Nine Months Ended
-------------------------
Sept. 30, Sept. 30,
Statements of Operations - PHO 1999 1998
--------- ---------
(unaudited) (unaudited)
<S> <C> <C>
Equity in partnership earnings $53,392 $ 69,217
Other revenues 53,241 170,820
Expenses 86,312 164,216
------- --------
Income before taxes 20,321 75,821
Income tax provision 7,212 16,482
------- --------
Net income $13,109 $ 59,339
======= ========
</TABLE>
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------
Sept. 30, Sept. 30,
Statements of Operations - PHO 1999 1998
--------- ---------
(unaudited) (unaudited)
<S> <C> <C>
Equity in partnership earnings $22,763 $23,503
Other revenues 10,209 92,573
Expenses 28,860 36,944
------- -------
Income before taxes 4,112 79,132
Income tax provision 2,006 16,524
------- -------
Net income $ 2,106 $62,608
======= =======
</TABLE>
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ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
September 30, 1999
Liquidity
Cash resources of the Company decreased by $96,848 during the first nine months
of 1999, as compared to an increase in cash resources of $73,177 during the
first nine months of 1998. The decrease in cash resources resulted primarily
from the purchase on March 3, 1999 of EHMS common stock for $100,000 (while the
increase during 1998 resulted primarily from the $100,000 sale of the common
stock of SJHHS on January 5, 1998). The decrease in cash resources also
resulted from an increase in the number of shares of common stock redeemed
during the first nine months of 1999, as compared to the same time period in
1998. The decrease in cash resources was offset by an increase in proceeds from
the sale of common stock during the first nine months of 1999, as compared to
the same time period in 1998 (a private stock offering was not held in 1998).
Expenditures related to operating expenses decreased during the period due to a
reduction in estimated tax payments. This decrease in operating expenditures
was offset by a payment to reduce the related party liability which related to
services provided by HCC in 1998.
On March 3, 1999, the Company purchased approximately 3% (100,000 shares) of
the common stock of EHMS, for which it paid $100,000. No distributions from
EHMS are anticipated for 1999 or the foreseeable future, and there can be no
assurance that the Company ever will receive any distributions from EHMS.
On January 5, 1998, the Company sold its 4,000 shares of the common stock in
SJHHS to St. Joseph's Ancillary Services, Inc., which owned the other 50% of
the common stock, for $100,000. Although the sale of the equity investment in
SJHHS had the impact of increasing then current cash resources, it also
eliminated a future income source and thus has had and continues to have the
impact of reducing cash flow from operations of the Company.
St. Joseph's Health Network, Inc. ("SJHN") is a 100%-owned subsidiary of the
PHO. SJHN, a physician-hospital organization, negotiates at-risk products
(i.e., capitation products) with managed care organizations on behalf of its
membership to provide
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high quality, competitively priced health care services for persons residing or
employed in the Tampa area. During the first nine months of 1999, SJHN did not
generate sufficient revenues to offset its operating expenses. As a result, the
Board of Directors of SJHN undertook a review of strategic alternatives, and,
based upon such review, voted to terminate SJHN's business operations. The
timing of the termination of operations has not been fixed, pending legal and
accounting review. As of this time, the effects of SJHN's termination of
operations on the PHO and the Company has not been determined.
On September 30, 1999, a $29,875 distribution with respect to the five SDS
limited partnership units was declared and will be received during the fourth
quarter of 1999.
Management believes that current cash reserves and additional expected
distributions with respect to the five SDS limited partnership units will
provide adequate short-term funding of the Company's on-going operations.
However, the Company recognizes that its current revenues likely will not be
sufficient to fund its expenses as they currently exist. A review of expenses
and strategic planning for additional revenue sources is currently underway.
In this regard, the Company undertook, at the request of the Company's
representatives on the PHO Board of Directors, an evaluation of the economic
impact of the management agreement and the billing and collection agreements
between SDS and HCC, as well as a number of operational issues relating to the
staffing and administration of the ambulatory surgery center operated by SDS. A
number of issues in this regard are being negotiated with HCC and within the
Board of Directors of the PHO. Changes arising from this evaluation and the
negotiations resulting therefrom could have a material impact on the
profitability and cash flow of SDS. However, there can be no assurance that any
such changes actually will achieve the anticipated results.
In addition, SDS leases the facility in which its ambulatory surgery center is
housed from Franciscan Properties, Inc., a wholly owned subsidiary of HCC. SDS
recently exercised its final option to renew the lease for five years, and the
lease now expires on February 28, 2003. The Company's representatives on the
PHO Board of Directors have been attempting to negotiate an extension of the
lease term beyond 2003, but those negotiations have not been successful. There
can be no assurance that any such renewal or lease extension can be
successfully negotiated.
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The Company believes that, if SDS cannot negotiate an extension or renewal of
the lease term, then it will be necessary to consider other alternatives,
including purchasing other property and building a new ambulatory surgery
center. In order to accomplish this goal, SDS will require capital, some or all
of which may need to come from SDS retaining its earnings. Any such retention
would have a significant negative impact on the Company's receipt of
distributions from SDS with respect to the five SDS limited partnership units
that the Company owns. There can be no assurance that SDS will be able to raise
the necessary capital or, if such capital can be raised, that it will be able
to locate and obtain the necessary property or build another ambulatory surgery
center.
Capital Resources
In July 1999, the Company completed a private stock offering in which 23 shares
of its common stock were sold at $3,388 per share. The proceeds of this sale
are being held by the Company, and are reflected on the Company's balance
sheet, as cash and cash equivalents and will be used by the Company as working
capital. The Company does not anticipate the need for any significant capital
expenditures in connection with its current operations for the foreseeable
future. If, as a result of the strategic planning that currently is underway,
the Company determines that capital expenditures are necessary or appropriate,
it is anticipated that the Company's current cash reserves would be used for
this purpose. While there can be no assurance, the Company does not anticipate
substantial difficulty in raising additional funds, should the need arise.
Results of Operations
Equity in net earnings of investees is the result of the Company's investment
in the PHO. The equity in net earnings decreased during the third quarter and
the first nine months of 1999, as compared to the same periods of 1998,
resulting from a decrease in the profitability of the PHO. PHO revenues
decreased as a result of a decrease of $118,900 in membership fees received by
SJHN from physicians who have been credentialed as SJHN providers. This
decrease was anticipated as SJHN's panel stabilized. Expenses for the PHO
decreased during the third quarter and first nine months of 1999 as a result of
a revision to the HCC management fee allocation. The Board of Directors of the
PHO and the Board of Directors of the physician-hospital organizations at
Bayfront Medical Center, Inc. and South Florida Baptist Hospital, Inc.
(organizations affiliated with HCC) approved a revision to the manner in which
the management fee (which includes aggregate PHO fixed costs) that is paid by
each physician-hospital organization
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to HCC is allocated, in order to align these support activities along
geographic and community boundaries. The new allocation method results in a
lower percentage allocated to the PHO, thereby resulting in a decrease in the
PHO's general and administrative expenses.
The Company owns five SDS limited partnership units and receives quarterly
distributions on such units. Distribution income increased for the first nine
months of 1999 but decreased during the third quarter of 1999 compared to the
same periods of 1998. The distribution was calculated by taking into account
anticipated operating cash needs of SDS, with the intent of maintaining
appropriate reserves.
Interest earnings represent interest on bank deposits. The decrease between
1999 and 1998 resulted from slightly lower cash balances in 1999 than during
the same period of 1998.
General and administrative expenses increased during the first nine months of
1999 and during the third quarter of 1999 compared to the same periods of 1998.
The increase in expenses resulted primarily from an increase in consulting fees
related to the review of the operations of SDS and an increase in legal and
accounting fees related to the private stock offering held during the second
quarter of 1999 (a private stock offering was not held during 1998). It is
anticipated that over the near term, general and administrative expenses will
continue to be incurred at comparable levels.
Salary expense remained consistent with the same time period of 1998.
Expenditures incurred relate to the compensation paid to the executive
director.
During the third quarter of 1999, the Company had net income of $9,700.
Therefore, the net income per common share was $23 for the third quarter of
1999. The net income per common share for the third quarter of 1998 was $69 per
share. The decrease in the net income per common share for the third quarter of
1999 resulted from a decrease in net income, which was attributable to the
factors described above.
Several new laws and regulations affecting the healthcare industry were
adopted, at both the state and federal levels, during 1997, 1998, and 1999,
including health care reform that was considered and adopted by the Florida
Legislature during its 1999 Session. Additional healthcare reform legislation
also has been proposed for consideration in 1999 at the federal level. All of
the legislation
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and regulation could have a dramatically adverse impact on the Company, its
related investments, and the stockholders of the Company. The Company is
continuing to monitor and evaluate the impact of such changes in laws and
regulations.
Year 2000
The Company is aware of the issues associated with the programming code in
existing systems as the Year 2000 approaches, and it developed an
implementation plan which resolved important aspects of this issue during the
second quarter of 1999. This plan involved the assessment of whether the
existing hardware system and accounting software used in the management of the
Company's operations were Year 2000 compliant. The third party providing the
Company's administrative support services currently operates only one PC in
connection with the Company's administrative operations and runs only
widely-used "off the shelf" third party software in connection with performing
these services. The Company has been notified by the third party handling the
administrative support services that they are Year 2000 compliant at this time.
The Company does not currently own or operate any Information Technology ("IT")
systems, and it has not identified any non-IT systems, such as equipment with
embedded chips, that currently are in operation by the Company.
The Company also has made inquiries as to the Year 2000 readiness of other
third parties (including the PHO, SDS, and other unrelated third parties) that
could cause a material impact on the Company. After making extensive inquiries,
the Company has discovered that the PHO and SDS are in the process of upgrading
and replacing systems and equipment found not to be compliant, and the Company
has been informed that these entities expect to achieve Year 2000 compliance by
December 1999. However, there can be no assurances that computer systems of any
third party, whether related or unrelated, will be Year 2000 compliant, or that
any failure to be compliant will not have a material adverse impact on the
Company, its financial condition or its results of operations.
In addition, the Company believes that a significant number of the stockholders
of the Company acquired stock in the Company for the purpose of being eligible
to participate in certain activities that are available only to the
stockholders of the Company (e.g., participation on the provider networks of
SJHN and St. Joseph's Preferred, Inc. ("SJP"), a 100%-owned subsidiary of the
PHO). It is possible that a Year 2000 compliance failure by SJP, SJHN, or a
third party with which any of these entities contracts, could have a material
adverse impact on the individual stockholders who
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participate in the various provider panels operated by these entities, even
though the compliance failure would not have a material adverse impact on the
Company, its financial condition or its results of operations. Whether or not
any such adverse effect occurs is beyond the control of the Company, and the
extent of the adverse effect will depend upon the individual stockholder's
particular circumstances.
At this time, the Company does not believe that it is necessary to have a
contingency plan for the Year 2000 issue. However, this need will be
continuously monitored as the Company receives more information about the
preparations of third parties.
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ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the knowledge of the Company's management, there are no material pending
legal proceedings, other than ordinary routine litigation incidental to the
business of the Company, or its Partially Owned Operations, to which the
Company or any of its Partially Owned Operations is a party or of which any of
their property is the subject.
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ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
27 - Financial Data Schedule (for SEC use only)
b) Reports on form 8-K:
During the second quarter of 1999, the Company filed the following report on
Form 8-K:
Form 8-K, dated August 24, 1999, reporting under Item 4, "Changes in
Registrant's Certifying Accountant," the dismissal of the Company's
independent accountants and the engagement of new independent
accountants.
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SIGNATURES
November 5, 1999
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
---------------------------------------
(Registrant)
Date: November 5, 1999 /s/ N. Bruce Edgerton, M.D.
---------------------------------------
N. Bruce Edgerton, M.D., President
St. Joseph's Physician Associates, Inc.
Date: November 5, 1999 /s/ Allen Miller, M.D.
---------------------------------------
Allen Miller, M.D., Treasurer and
Principal Financial Officer
St. Joseph's Physician Associates, Inc.
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) ST.
JOSEPH'S PHYSICIAN ASSOCIATES, INC. 9/30/99. BALANCE SHEET AND INCOME STATEMENT
FOR THE NINE MONTHS ENDED 9/30/99, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH (B) FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED 9/30/99.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,105,404
<SECURITIES> 0
<RECEIVABLES> 29,875
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,157,190
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,534,700
<CURRENT-LIABILITIES> 59,746
<BONDS> 0
0
0
<COMMON> 669,342
<OTHER-SE> 765,841
<TOTAL-LIABILITY-AND-EQUITY> 1,534,700
<SALES> 0
<TOTAL-REVENUES> 135,909
<CGS> 0
<TOTAL-COSTS> 115,086
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 20,823
<INCOME-TAX> 7,495
<INCOME-CONTINUING> 13,328
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,328
<EPS-BASIC> 32
<EPS-DILUTED> 0
</TABLE>
